THE CORPORATE PLAN FOR RETIREMENTS

Employee Benefits Plan Agreement

AGREEMENTS / CONTRACTS

CLAUSES

AMERICAN PUBLIC EDUCATION INC | Fidelity Management Trust Company | FMR Corp

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Title: THE CORPORATE PLAN FOR RETIREMENTS
Date: 6/20/2008
Industry: Schools Sector: Services

EXHIBIT 10.1

THE CORPORATEPLAN

FOR RETIREMENT ^SM

(PROFIT SHARING/401(K) PLAN)

A FIDELITY PROTOTYPE PLAN

Non-Standardized Adoption Agreement No. 001
For use With
Fidelity Basic Plan Document No. 02


Plan Number: 23657
The CORPORATEplan for Retirement ^SM	Non-Std PS Plan
		10/09/2003

ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING/401(K) PLAN


1.01	PLAN INFORMATION

(a)	*Name of Plan* :

	This is the American Public University System Retirement Plan (the “Plan”)

(b)	*Type of Plan* :

	(1)	o	401(k) Only

	(2)	x	401(k) and Profit Sharing

	(3)	o	Profit Sharing Only

(c)	*Administrator Name (if not the Employer)* :



	Address:


	Telephone Number:


	The Administrator is the agent for service of legal process for the Plan.

(d)	*Plan Year End* (month/day):		12/31

(e)	*Three Digit Plan Number* :		001

(f)	*Limitation Year* (check one):

	(1)	o	Calendar Year

	(2)	x	Plan Year

	(3)	o	Other:

(g)	*Plan Status* (check appropriate box(es)):

	(1)	¨	New Plan Effective Date:

	(2)	x	Amendment Effective Date: 04/08/2008


Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003


	This is (check one):

	(A)	o	an amendment and restatement of a Basic Plan Document No. 02 Adoption Agreement previously executed by the Employer; or

	(B)	x	a conversion to a Basic Plan Document No. 02 Adoption Agreement.

		The original effective date of the Plan: 4/1/2002

(3)	o	This is an amendment and restatement of the Plan and the Plan was not amended prior to the effective date specified in Subsection 1.01(g)(2) above to comply with the requirements of the Acts specified in the Snap Off Addendum to the Adoption Agreement. The provisions specified in the Snap Off Addendum are effective as of the dates specified in the Snap Off Addendum, which dates may be prior to the Amendment Effective Date. Please read and complete, if necessary, the Snap Off Addendum to the Adoption Agreement.

(4)	o	Special Effective Dates - Certain provisions of the Plan shall be effective as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their effective dates.

(5)	o	Plan Merger Effective Dates. Certain plan(s) were merged into the Plan and certain provisions of the Plan are effective with respect to the merged plan(s) as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the plan(s) that have merged into the Plan and the effective date(s) of such merger(s).

1.02 EMPLOYER


(a)	*Employer Name* :		American Public Education, Inc.

	Address:		111 West Congress Street
			Charles Town, WA 25414
	Contact’s Name:		Ms. Lisa Kessler
	Telephone Number:		(304) 724-3706

	(1)	Employer’s Tax Identification Number:	01-0724370

	(2)	Employer’s fiscal year end:	12/31

	(3)	Date business commenced:	06/01/1991

(b)	*The term “Employer” includes the following Related Employer(s) (as defined in Subsection 2.01(rr))* (list each participating Related Employer and its Employer Tax Identification Number):


Employer:		Tax ID:


Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003

1.03 TRUSTEE


(a)	*Trustee Name:*	Fidelity Management Trust Company
	Address:	82 Devonshire Street
		Boston, MA 02109

1.04 COVERAGE

All Employees who meet the conditions specified below shall be eligible to participate in the Plan:


(a)	*Age Requirement* (check one):

	(1)	x	no age requirement.

	(2)	o	must have attained age: (not to exceed 21) .

(b)	*Eligibility Service Requirement*

	(1)	Eligibility to Participate in Plan (check one):

		(A)	x	no Eligibility Service requirement.

		(B)	o	(not to exceed 11) months of Eligibility Service requirement (no minimum number Hours of Service can be required).

		(C)	o	one year of Eligibility Service requirement (at least 1,000 Hours of Service are required during the Eligibility Computation Period).

		(D)	o	two years of Eligibility Service requirement (at least 1,000 Hours of Service are required during each Eligibility Computation Period). *(Do not select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different Eligibility Service requirement applies to Deferral Contributions under Option 1.04(b)(2).)*

			Note: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made.

	(2)	o	Special Eligibility Service requirement for Deferral Contributions and/or Matching Employer Contributions:

		(A)	The special Eligibility Service requirement applies to (check the appropriate box(es)):

			(i)	o	Deferral Contributions.

			(ii)	o	Matching Employer Contributions.


Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003


		(B)	The special Eligibility Service requirement is: (Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above).

(c)	*Eligible Class of Employees* (check one):

	Note: The Plan may not cover employees who are residents of Puerto Rico. These employees are automatically excluded from the eligible class, regardless of the Employer’s selection under this Subsection 1.04(c).

	(1)	o	includes all Employees of the Employer.

	(2)	x	includes all Employees of the Employer except for (check the appropriate box(es)):

		(A)	x	employees covered by a collective bargaining agreement.

		(B)	o	Highly Compensated Employees as defined in Code Section 414(q).

		(C)	o	Leased Employees as defined in Subsection 2.01(cc).

		(D)	x	nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income.

		(E)	o	other:

			Note: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plan’s satisfaction of the minimum coverage requirements, as provided in Code Section 410(b).

(d)	*The Entry Dates shall be* (check one):

	(1)	o	immediate upon meeting the eligibility requirements specified in Subsections 1.04(a), (b), and (c).

	(2)	o	the first day of each Plan Year and the first day of the seventh month of each Plan Year.

	(3)	x	the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year.

	(4)	o	the first day of each month.

	(5)	o	the first day of each Plan Year. *(Do not select if there is an Eligibility Service requirement of more than six months in Subsection 1.04(b) or if there is an age requirement of more than 20 ¹ /2 in Subsection 1.04(a).)*

(e)	o	*Special Entry Date(s)* - In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (Special Entry Dates may only be selected if Option 1.04(b)(2), special Eligibility Service requirement, is checked. The same Entry Dates must be selected for contributions that are subject to the same Eligibility Service requirements.)


Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003

(1)

The special Entry Date(s) shall apply to (check the appropriate box(es)):


(A)	¨	Deferral Contributions.

(B)	¨	Matching Employer Contributions.

(2)

The special Entry Date(s) shall be: (Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above).

(f)

Date of Initial Participation - An Employee shall become a Participant unless excluded by Subsection 1.04(c) above on the Entry Date immediately following the date the Employee completes the service and age requirement(s) in Subsections 1.04(a) and (b), if any, except (check one):


(1)	x	no exceptions.

(2)	¨	Employees employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date.

(3)	¨	Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date.

1.05 COMPENSATION

Compensation for purposes of determining contributions shall be as defined in Section 5.02, modified as provided below.

(a)

Compensation Exclusions: Compensation shall exclude the item(s) listed below for purposes of determining Deferral Contributions, Employee Contributions, if any, and Qualified Nonelective Employer Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer Contributions. Unless otherwise indicated in Subsection 1.05(b), these exclusions shall also apply in determining all other Employer-provided contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and (6) may not be elected with respect to Deferral Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):


(1)	x	No exclusions.

(2)	¨	Overtime Pay.

(3)	¨	Bonuses.

(4)	¨	Commissions.

(5)	o	The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income.

(6)	o	Severance Pay.



Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003

(b)

Special Compensation Exclusions for Determining Employer-Provided Contributions in Article 5 (either (1) or (2) may be selected, but not both):


(1)	¨	Compensation for purposes of determining Matching, Qualified Matching, and Nonelective Employer Contributions shall exclude: (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)

(2)	¨	Compensation for purposes of determining Nonelective Employer Contributions only shall exclude: (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)

Note: If the Employer selects Option (2), (3), (4), (5), or (6) with respect to Nonelective Employer Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s) or 401(a)(4). These exclusions shall not apply for purposes of the “Top Heavy” requirements in Section 15.03, for allocating safe harbor Matching Employer Contributions if Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective Employer Contributions if Subsection 1.11(a)(3) is selected, or for allocating non-safe harbor Nonelective Employer Contributions if the Integrated Formula is elected in Subsection 1.11(b)(2).

(c)

Compensation for the First Year of Participation - Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee’s Compensation (check one):


(1)	o	for the entire Plan Year.

(2)	x	for the portion of the Plan Year in which the Employee is eligible to participate in the Plan.

Note: If the initial Plan Year of a new Plan consists of fewer than 12 months from the Effective Date in Subsection 1.01(g)(1) through the end of the initial Plan Year, Compensation for purposes of determining the amount of contributions, other than non-safe harbor Nonelective Employer Contributions, under the Plan shall be the period from such Effective Date through the end of the initial year. However, for purposes of determining the amount of non-safe harbor Nonelective Employer Contributions and for other Plan purposes, where appropriate, the full 12-consecutive-month period ending on the last day of the initial Plan Year shall be used.

1.06 TESTING RULES

(a)

ADP/ACP Present Testing Method - The testing method for purposes of applying the “ADP” and “ACP” tests described in Sections 6.03 and 6.06 of the Plan shall be the (check one):


(1)	x	Current Year Testing Method - The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated Employees for the same Plan Year. *(Must choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)*

(2)	¨	Prior Year Testing Method - The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated Employees for the immediately preceding Plan Year. *(Do not choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)*



Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan


(3)		¨		Not applicable. *(Only if Option 1.01(b)(3), Profit Sharing Only, is checked or Option 1.04(c)(2)(B), excluding all Highly Compensated Employees from the eligible class of Employees, is checked.)*

		Note: Restrictions apply on elections to change testing methods that are made after the end of the GUST remedial amendment period.

(b)		*First Year Testing Method* - If the first Plan Year that the Plan, other than a successor plan, permits Deferral Contributions or provides for either Employee or Matching Employer Contributions, occurs on or after the Effective Date specified in Subsection 1.01(g), the “ADP” and/or “ACP” test for such first Plan Year shall be applied using the actual “ADP” and/or “ACP” of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below.


(1)		¨		The “ADP” and/or “ACP” test for the first Plan Year that the Plan permits Deferral Contributions or provides for either Employee or Matching Employer Contributions shall be applied assuming a 3% “ADP” and/or “ACP” for Non-Highly Compensated Employees. *(Do not choose unless Plan uses prior year testing method described in Subsection 1.06(a)(2).)*

(c)

HCE Determinations: Look Back Year - The look back year for purposes of determining which Employees are Highly Compensated Employees shall be the 12-consecutive-month period preceding the Plan Year, unless otherwise provided below.


(1)		¨		Calendar Year Determination - The look back year shall be the calendar year beginning within the preceding Plan Year. *(Do not choose if the Plan Year is the calendar year.)*

(d)

HCE Determinations: Top Paid Group Election - All Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees, unless Top Paid Group Election below is checked.


(1)		ý		*Top Paid Group Election* - Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees only if they are in the top paid group (the top 20% of Employees ranked by Compensation).

Note: Effective for determination years beginning on or after January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply consistently to all retirement plans of the Employer for determination years that begin with or within the same calendar year (except that Option 1.06(c)(1), Calendar Year Determination, shall not apply to calendar year plans).

1.07 DEFERRAL CONTRIBUTIONS



Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003


(A)		¨		Instead of specifying a percentage of Compensation, a Participant’s salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 1.07(a)(1) above.

(B)

A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage (check one):


(i)	o	as of the beginning of each payroll period.

(ii)	¨	as of the first day of each month.

(iii)	x	as of the next Entry Date. *(Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(d) or 1.04(e).)*

(iv)	¨	other. (Specify, but must be at least once per Plan Year)

			Note: Notwithstanding the Employer’s election hereunder, if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.10.

	(C)		A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one):


(i)	¨	the first day of the next Plan Year.

(ii)	x	any subsequent Entry Date. *(Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(d) or 1.04(e).)*

(iii)	o	other. (Specify, but must be at least once per Plan Year)

		Beginning of each payroll period


(2)	¨	Additional Deferral Contributions - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their Compensation for the payroll period(s) designated by the Employer.

(3)	ý	Bonus Contributions - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and non-discriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted.



Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003


				100% of any Employer paid cash bonuses designated by the Employer on a uniform and non-discriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted.

Note: A Participant’s contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the Administrator may reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount objectively determined by the Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.

1.08 EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)


(a)		¨		*Employee Contributions* - Either (1) Participants will be permitted to contribute amounts to the Plan on an after-tax basis or (2) the Employer maintains frozen Employee Contributions Accounts (check one):


(1)	¨	*Future Employee Contributions* - Participants may make voluntary, non-deductible, after-tax Employee Contributions pursuant to Section 5.04 of the Plan. *(Only if Option 1.07(a), Deferral Contributions, is checked.)*
(2)	¨	*Frozen Employee Contributions* - Participants may not currently make after-tax Employee Contributions to the Plan, but the Employer does maintain frozen Employee Contributions Accounts.

1.09 QUALIFIED NONELECTIVE CONTRIBUTIONS

(a)

Qualified Nonelective Employer Contributions - If Option 1.07(a), Deferral Contributions, is checked, the Employer may contribute an amount which it designates as a Qualified Nonelective Employer Contribution to be included in the “ADP” or “ACP” test. Unless otherwise provided below, Qualified Nonelective Employer Contributions shall be allocated to Participants who were eligible to participate in the Plan at any time during the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio which each Participant’s “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year bears to the total of all Participants’ “testing compensation” for the Plan Year or (B) as a flat dollar amount.


(1)		¨		Qualified Nonelective Employer Contributions shall be allocated to Participants as a percentage of the lowest paid Participant’s “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year up to the lower of (A) the maximum amount contributable under the Plan or (B) the amount necessary to satisfy the “ADP” or “ACP” test. If any Qualified Nonelective Employer Contribution remains, allocation shall continue in the same manner to the next lowest paid Participants until the Qualified Nonelective Employer Contribution is exhausted.

1.10 MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral Contributions, is checked)


(a)		x		*Basic Matching Employer Contributions* (check one):


(1)		¨		Non-Discretionary Matching Employer Contributions - The Employer shall make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the following percentage of a Participant’s Deferral Contributions during the Contribution Period (check (A) or (B) and, if applicable, (C)):



Plan Number: 23657
The CORPORATEplan for Retirement ^SM		Non-Std PS Plan
		10/09/2003

Note: Effective for Plan Years beginning on or after January 1, 1999, if the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions and meets the requirements for deemed satisfaction of the “ADP” test in Section 6.10 for a Plan Year, the Plan will also be deemed to satisfy the “ACP” test for such Plan Year with respect to Matching Employer Contributions if Matching Employer Contributions hereunder meet the requirements in Section 6.11.


	(A)	o	Single Percentage Match:

	(B)	o	Tiered Match:

		% of the first % of the Active Participant’s Compensation contributed to the Plan,

		% of the next % of the Active Participant’s Compensation contributed to the Plan,

		% of the next % of the Active Participant’s Compensation contributed to the Plan.

		Note: The percentages specified above for basic Matching Employer Contributions may not increase as the percentage of Compensation contributed increases.

	(C)	o	Limit on Non-Discretionary Matching Employer Contributions (check the appropriate box(es)):

		(i)	o	Deferral Contributions in excess of % of the Participant’s Compensation for the period in question shall not be considered for non-discretionary Matching Employer Contributions.

			Note: If the Employer elected a percentage limit in (i) above and requested the Trustee to account separately for matched and unmatched Deferral Contributions made to the Plan, the non-discretionary Matching Employer Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each payroll period.

		(ii)	o	Matching Employer Contributions for each Participant for each Plan Year shall be limited to ___.

(2)	o	Discretionary Matching Employer Contributions - The Employer may make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the percentage declared for the Contribution Period, if any, by a Board of Directors’ Resolution (or by a Letter of Intent for a sole proprietor or partnership) of the Deferral Contributions made by each Participant during the Contribution Period. The Board of Directors’ Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount.

	(A)	o	4% Limitation on Discretionary Matching Employer Contributions for Deemed Satisfaction of “ACP” Test — In no event may the dollar amount of the discretionary Matching Employer Contribution made on a Participant’s behalf for the Plan Year exceed 4% of the Participant’s Compensation for the Plan Year. *(Only if Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)*


Plan Number: 23657
The CORPORATEplan for Retirement ^SM				Non-Std PS Plan
				10/09/2003


	(3)	x	Safe Harbor Matching Employer Contributions - Effective only for Plan Years beginning on or after January 1, 1999, if the Employer elects one of the safe harbor formula Options provided in the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement and provides written notice each Plan Year to all Active Participants of their rights and obligations under the Plan, the Plan shall be deemed to satisfy the “ADP” test and, under certain circumstances, the “ACP” test.

(b)	o	*Additional Matching Employer Contributions* — The Employer may at Plan Year end make an additional Matching Employer Contribution equal to a percentage declared by the Employer, through a Board of Directors’ Resolution (or by a Letter of Intent for a sole proprietor or partnership), of the Deferral Contributions made by each Participant during the Plan Year. *(Only if Option 1.10(a)(1) or (3) is checked.)* The Board of Directors’ Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount.

	(1)	o	4% Limitation on Additional Matching Employer Contributions for Deemed Satisfaction of “ACP” Test - In no event may the dollar amount of the additional Matching Employer Contribution made on a Participant’s behalf for the Plan Year exceed 4% of the Participant’s Compensation for the Plan Year. *(Only if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)*

	Note: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, above and wants to be deemed to have satisfied the “ADP” test for Plan Years beginning on or after January 1, 1999, the additional Matching Employer Contribution must meet the requirements of Section 6.10. In addition to the foregoing requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and wants to be deemed to have satisfied the “ACP” test with respect to Matching Employer Contributions for the Plan Year, the Deferral Contributions matched may not exceed the limitations in Section 6.11.

(c)	*Contribution Period for Matching Employer Contributions* - The Contribution Period for purposes of calculating the amount of basic Matching Employer Contributions described in Subsection 1.10(a) is:

	(1)	o	each calendar month.

	(2)	o	each Plan Year quarter.

	(3)	x	each Plan Year.

	(4)	o	each payroll period.


Plan Number: 23657
The CORPORATEplan for Retirement ^SM				Non-Std PS Plan
				10/09/2003


	The Contribution Period for additional Matching Employer Contributions described in Subsection 1.10(b) is the Plan Year.

(d)	*Continuing Eligibility Requirement(s)* - A Participant who makes Deferral Contributions during a Contribution Period shall only be entitled to receive Matching Employer Contributions under Section 1.10 for that Contribution Period if the Participant satisfies the following requirement(s) (Check the appropriate box(es). Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to basic Matching Employer Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):

	(1)	x	No requirements.

	(2)	o	Is employed by the Employer or a Related Employer on the last day of the Contribution Period.

	(3)	o	Earns at least 501 Hours of Service during the Plan Year. *(Only if the Contribution Period is the Plan Year.)*

	(4)	o	Earns at least 1,000 Hours of Service during the Plan Year. *(Only if the Contribution Period is the Plan Year.)*

	(5)	o	Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. *(Only if the Contribution Period is the Plan Year.)*

	(6)	o	Is not a Highly Compensated Employee for the Plan Year.

	(7)	o	Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership.

	(8)	o	Special continuing eligibility requirement(s) for additional Matching Employer Contributions. *(Only if Option 1.10(b), Additional Matching Employer Contributions, is checked.)*

		(A)	The continuing eligibility requirement(s) for additional Matching Employer Contributions is/are:
			(Fill in number of applicable eligibility requirement(s) from above.)

	Note: If Option (2), (3), (4), or (5) above is selected, then Matching Employer Contributions can only be funded by the Employer after the Contribution Period or Plan Year ends. Matching Employer Contributions funded during the Contribution Period or Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Contribution Period or Plan Year, as applicable, such Option shall not become effective until the first day of the next Contribution Period or Plan Year.

(e)	o	*Qualified Matching Employer Contributions* - Prior to making any Matching Employer Contribution hereunder (other than a safe harbor Matching Employer Contribution), the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution that may be used to satisfy the “ADP” test on Deferral Contributions and excluded in applying the “ACP” test on Employee and Matching Employer Contributions. Unless the additional eligibility requirement is selected below, Qualified Matching Employer Contributions shall be allocated to all Participants who meet the continuing eligibility requirement(s) described in Subsection 1.10(d) above for the type of Matching Employer Contribution being characterized as a Qualified Matching Employer Contribution.

	(1)	o	To receive an allocation of Qualified Matching Employer Contributions a Participant must also be a Non-Highly Compensated Employee for the Plan Year.

	Note: Qualified Matching Employer Contributions may not be excluded in applying the “ACP” test for a Plan Year if the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the “ADP” test is deemed satisfied under Section 6.10 for such Plan Year.


Plan Number: 23657
The CORPORATEplan for Retirement ^SM				Non-Std PS Plan
				10/09/2003

1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS

Note: An Employer may elect both a fixed formula and a discretionary formula. If both are selected, the discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately in accordance with the allocation formula selected by the Employer.


(a)	o		*Fixed Formula* (An Employer may elect both the Safe Harbor Formula and one of the other fixed formulas. Otherwise, the Employer may only select one of the following.)

	(1	)	o	Fixed Percentage Employer Contribution - For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to % (not to exceed 15% for Plan Years beginning prior to 2002 and 25% for Plan Years beginning on or after January 1, 2002) of such Active Participant’s Compensation.

	(2	)	o	Fixed Flat Dollar Employer Contribution - The Employer shall contribute for each eligible Active Participant an amount equal to $ .

			The contribution amount is based on an Active Participant’s service for the following period:

			(A)	o	Each paid hour.

			(B)	o	Each payroll period.

			(C)	o	Each Plan Year.

			(D)	o	Other:

	(3	)	o	Safe Harbor Formula - Effective only with respect to Plan Years that begin on or after January 1, 1999, the Nonelective Employer Contribution specified in the Safe Harbor Nonelective Employer Contribution Addendum is intended to satisfy the safe harbor contribution requirements under the Code such that the “ADP” test (and, under certain circumstances, the “ACP” test) is deemed satisfied. Please complete the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement. !*(Choose only if Option 1.07(a), Deferral Contributions, is checked.)*

(b)	x		*Discretionary Formula*

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Deferral Contributions - Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k).

Regular Contributions - The Employer shall make a Deferral Contribution in accordance with Section 5.03 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question, not to exceed 60% of Compensation for that period.

Note: For Limitation Years beginning prior to 2002, the percentage elected above must be less than 25% in order to satisfy the limitation on annual additions under Code Section 415 if other types of contributions are provided under the Plan.

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